Edgewise Therapeutics, Inc. 10-Q

Item 5. Other Information Director and Officer Trading Arrangements A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other securities of ours, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes, for the third quarter of 2024, each trading arrangement for the sale or purchase of our securities adopted by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), which we refer to as a “Rule 10b5-1 trading arrangement” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Action Taken ​ Type of trading ​ Nature of Trading ​ Duration of Trading ​ Aggregate Number Name (Title) ​ (Date of Action) ​ Arrangement ​ Arrangement ​ Arrangement ​ of Securities Kevin Koch ( Chief Executive Officer & Director ) Adoption ( September 30, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (1) ​ (1) Alan Russell ( Chief Scientific Officer & Director ) Adoption ( September 30, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (2) ​ (2) R. Michael Carruthers ( Chief Financial Officer ) Adoption ( September 27, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (3) ​ (3) Behrad Derakhshan ( Chief Business Officer Adoption ( September 30, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (4) ​ (4) Joanne Donovan ( Chief Medical Officer ) Adoption ( September 30, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (5) ​ (5) John Moore ( General Counsel ) Adoption ( September 30, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (6) ​ (6) Marc Semigran ( Chief Development Officer ) ​ Adoption ( September 24, 2024 ) ​ Rule 10b5-1 trading arrangement ​ Sale ​ (7) ​ (7) ​ (1) This trading plan has a scheduled expiration date of September 30, 2025 . The number of shares of our common stock to be sold under the plan is up to 169,241 shares. (2) This trading plan has a scheduled expiration date of September 30, 2025 . The number of shares of our common stock to be sold under the plan is up to 300,000 shares. (3) This trading plan has a scheduled expiration date of January 31, 2026 . The number of shares of our common stock to be sold under the plan is up to 75,000 shares. (4) This trading plan has a scheduled expiration date of January 5, 2026 . The number of shares of our common stock to be sold under the plan is up to 40,000 shares. (5) This trading plan has a scheduled expiration date of December 31, 2025 . The number of shares of our common stock to be sold under the plan is up to 81,735 shares. 100 Table of Contents (6) This trading plan has a scheduled expiration date of December 31, 2025 . The number of shares of our common stock to be sold under the plan is up to 50,000 shares. (7) This trading plan has a scheduled expiration date of December 31, 2025 . The number of shares of our common stock to be sold under the plan is up to 75,000 shares. ​ Item 6. Exhibits See Exhibit Index. ​ 101 Table of Contents EXHIBIT INDEX ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number ​ Exhibit Description ​ Form ​ File No. ​ Exhibit ​ Filing Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Edgewise Therapeutics, Inc. 2024 Inducement Equity Incentive Plan and related forms of stock option and restricted stock unit agreements. ​ 8-K ​ 001-40236 ​ 10.1 ​ August 12, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 14d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1† ​ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . ​ Furnished herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2† ​ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . ​ Furnished herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 ​ Filed herewith ​ ​ ​ ​ ​ ​ Ù Indicates management contract or compensation plan †The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. ​ ​ 102 ​ Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized. Date: November 7, 2024 ​ ​ ​ ​ ​ EDGEWISE THERAPEUTICS, INC. ​ ​ ​ ​ By: /s/ Kevin Koch ​ Name: Kevin Koch ​ Title: President, Chief Executive Officer and Director ​ ​ (Principal Executive Officer) ​ ​ ​ ​ By: /s/ R. Michael Carruthers ​ Name: R. Michael Carruthers ​ Title: Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ 103 ​